EX-FILING FEES 2 exhibit107-sx3calculationo.htm EX-FILING FEES Document

Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Assured Guaranty Ltd.
(Exact Name of Registrant as Specified in its Charter)
Assured Guaranty US Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Assured Guaranty Municipal Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities
Security Type
Security
Class Title
Fee Calculation or Carry
Forward Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry Forward File Number
Carry Forward Initial Effective Date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to be Paid
EquityCommon Shares of Assured
Guaranty Ltd. (1)(2)(3)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
EquityPreferred Shares of Assured
Guaranty Ltd. (1)(2)(4)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
EquityDepositary Shares of Assured
Guaranty Ltd. (1)(2)(5)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtDebt Securities of Assured
Guaranty Ltd. (1)(2)(6)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
EquityWarrants to Purchase Common or Preferred Shares of Assured Guaranty Ltd. (1)(2)Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtWarrants to Purchase Debt Securities of Assured Guaranty Ltd. (1)(2)Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
EquityShare Purchase Contracts of Assured Guaranty Ltd. (1)(2)Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
EquityShare Purchase Units of Assured
Guaranty Ltd. (1)(2)(7)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtDebt Securities of Assured Guaranty
US Holdings Inc. (1)(2)(6)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtGuarantee of Debt Securities of Assured Guaranty US Holdings Inc. by
Assured Guaranty Ltd. (1)(2)(8)
Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtDebt Securities of Assured Guaranty Municipal Holdings Inc. (1)(2)(6)Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
DebtGuarantee of Debt Securities of Assured Guaranty Municipal Holdings Inc. by Assured Guaranty Ltd. (1)(2)(8)Rule 456(b) and Rule 457(r) (2)(1)(1)(1)(2)(2)
Fees Previous PaidN/AN/AN/AN/AN/AN/AN/A
Carry Forward Securities
Carry Forward
Securities
N/AN/AN/AN/AN/AN/AN/AN/AN/A
Total Offering AmountsN/AN/A
Total Fees Previously PaidN/A
Total Fee OffsetsN/A
Net Fee DueN/A

(1)An indeterminate number or amount of common shares, preferred shares, depositary shares, debt securities, warrants, stock purchase contracts and stock purchase units of Assured Guaranty Ltd., and debt securities of Assured Guaranty US Holdings Inc.



and Assured Guaranty Municipal Holdings Inc. as may from time to time be issued at indeterminate prices. Securities registered, referred to as the offered securities, may be sold separately, together or as units with other offered securities. Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for common shares, preferred shares or debt securities that are issued by Assured Guaranty Ltd., Assured Guaranty US Holdings Inc. or Assured Guaranty Municipal Holdings Inc. upon conversion or exchange of debt securities, preferred shares or depositary shares registered under this registration statement.
(2)The registrants are relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(3)Also includes the presently indeterminate number of common shares as may be issued by Assured Guaranty Ltd. (a) upon conversion of or exchange for any debt securities or preferred shares that provide for conversion or exchange into common shares, (b) upon exercise of warrants to purchase common shares or (c) pursuant to stock purchase contracts.
(4)Also includes the presently indeterminate number of preferred shares as may be issued by Assured Guaranty Ltd. (a) upon conversion of or exchange for any debt securities that provide for conversion or exchange into preferred shares, (b) upon exercise of warrants to purchase preferred shares or (c) pursuant to stock purchase contracts.
(5)To be represented by depositary receipts representing an interest in all or a specified portion of a common share or preferred share.
(6)Subject to note (1), an indeterminate principal amount of debt securities, which may be senior or subordinated.
(7)Each stock purchase unit consists of (a) a stock purchase contract under which the holder, upon settlement, will purchase an indeterminate number of common shares and (b) a beneficial interest in debt securities, preferred securities or debt obligations of third parties purchased with the proceeds from the sale of the stock purchase units. Each beneficial interest will be pledged to secure the obligation of the holder to purchase the common shares. No separate consideration will be received for the stock purchase contract or the related beneficial interests.
(8)No separate consideration will be received for the guarantees of the debt securities issued by Assured Guaranty US Holdings Inc. or Assured Guaranty Municipal Holdings Inc.